Payoneer SPAC Presentation Deck
Disclaimers
Information Subject to Change
The information, including financial information, contained herein has not been finalized and is subject to change. This confidential presentation was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered in connection with the evaluation of a potential transaction (the "Business Combination") between
FTAC Olympus Acquisition Corporation ("FTOC") and Payoneer Inc. ("Payoneer"). Any further distribution or reproduction of this presentation, in whole or in part, or the divulgence of any of its contents, is unauthorized. By accepting the presentation, each recipient agrees to maintain the confidentiality of the information contained herein in accordance with the
confidentiality undertaking previously provided to FTOC. To the fullest extent permitted by law, in no circumstances will Payoneer or FTOC or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit
arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well as from research reports
prepared for other purposes. Neither Payoneer nor FTOC has independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of
Payoneer or the proposed Business Combination, and none of FTOC, the Company or their respective affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation, and the recipient disclaims any such representation or warranty. Viewers of this
presentation should each make their own evaluation of Payoneer and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of FTOC, Payoneer or any of their respective affiliates. Any such solicitation will be
conducted pursuant to a proxy statement or registration statement (the "Proxy Statement") filed by FTOC, Payoneer and/or their respective affiliates with the Securities and Exchange Commission. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel
and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this presentation, you confirm that you are not relying upon the information contained herein to make any decision.
Forward-Looking Statements
Certain statements in this presentation may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FTOC's or the Company's future financial or operating performance. For example,
projections of future Volume, Revenue, and Operating Income are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FTOC and its management, and Payoneer and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to the termination of the Business Combination; (2) the outcome of any legal proceedings that may be instituted against FTOC, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete
the Business Combination due to the failure to obtain approval of the shareholders of FTOC, to obtain financing to complete the Business Combination or to satisfy other conditions to closing: (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (5) the ability to meet the Nasdaq's listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Payoneer as a result of the announcement and consummation of the Business Combination; (7) the ability
to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes
in applicable laws or regulations; (10) the possibility that Payoneer or the combined company may be adversely affected by other economic, business and/or competitive factors; (11) Payoneer's estimates of its financial performance; and (12) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-
Looking Statements" in FTOC's Prospectus dated August 25, 2020 filed with the Securities and Exchange Commission on August 26, 2020, the section entitled "Risk Factors" in FTOC's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as well as any further risks and uncertainties to be contained in the Proxy Statement filed after
the date hereof.
Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
Neither FTOC nor the Company undertakes any duty to update these forward-looking statements.
Financial Information; Non-GAAP Financial Measures
The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in any proxy or may be presented differently in any proxy statement or registration statement to be filed by FTOC with the SEC. The "Pro Forma financial data included herein has not
been prepared in accordance with Article 11 of the SEC's Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant unaudited pro forma financial statements of Payoneer to be included in the Proxy Statement in connection with the proposed Business Combination (when available). In addition, all
historical financial information included herein is preliminary and subject to change pending finalization of the audits of Payoneer as of and for the years ended December 31, 2019 and 2018 in accordance with PCAOB auditing standards. Except as otherwise noted, all references herein to full-year periods refer to Payoneer's fiscal year, which ends on December
31.
Some of the financial information and data contained in this presentation, such as Adjusted Revenue has not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Payoneer defines Adjusted Revenue as Revenue less revenue from two travel marketplaces and interest income.
Payoneer
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